Changes
by Bladam-Shevine
Summary: After a tragic accident kills Aunt May, Tony is left to take care of Peter. Or, another Tony adopts Peter story (but hopefully with an original twist)!
1. Chapter 1

"Peter."

Aunt May was standing across the room, staring at her nephew, but Peter was so entranced with the TV that he hadn't noticed her calling him.

"Peter!"

The teen jumped with a start at the sudden scream.

"What? What's wrong?" He asked, facing his aunt.

May smiled and shook her head. "Nothing's wrong. I was just trying to get your attention, but apparently that TV show is more important than what I have to say."

Peter smirked. "Nothing's more important than you May."

"I hope you mean that." She said, while crossing the room to grab her purse off the coffee table.

"Are you going somewhere?" Peter asked.

"Yes, actually that's why I was trying to get your attention earlier. I have a dentist appointment in an hour. I'm going to head out now though, and I'm probably going to grab some groceries after. Anything particular you want me to pick up for dinner tonight?"

"Hmmm… Spaghetti sounds great. Oh! And maybe you can pick up some garlic bread too?" Peter got a little too excited at the thought of food, and Aunt May laughed.

"Sure thing. I'll see you later, honey. I larb you."

"And I larb you too, May."

Peter watched as the woman turned to leave, shutting the door behind her.

It was only a matter of minutes after his Aunt left the small apartment, when Peter heard a loud crash from outside.

"What the fuc-"He said running towards the window, facing the street outside. What he saw caused him to swallow back shock. There was a three car pile-up, caused by something that Peter could not see. Smoke and dust made its way into the air.

"Holy shit." It only took Peter a second to run to his room and pull on his Spider-Man suit. He had to offer his assistance in any way possible, even if the damage was already done. He quickly jumped out his bedroom window and swung his way down the fire-escape, running towards the site of the accident.

He noticed a cop starting to move civilians out of the way, and walked up to the man.

"Hey! Anything you need me to do?"

The cop stared back in shock at Peter. "Y-you're Spider-Man."

"Yeah dude, it's me. But seriously, can I do anything?"

The cop blinked twice before stammering. "Uh… No, I think everything's fine… Except for the woman that was hit. Paramedics are on their way though."

"A woman was hit?"

"Yeah, she was hit while trying to cross the street. It looks pretty bad."

"I'm gonna go check it out." Peter said, already making his way over. And what he saw made him stop dead in his tracks.

The brown-haired woman was sprawled on the cement. Her arms and legs twisted at awkward angles. Blood was pouring out of her head and onto the street. There were clearly no signs of life, this woman was clearly dead. There was nothing that could be done for that woman.

That woman was May Parker.

Peter wanted to run to her, and hold her and tell her that everything was going to be fine, except he couldn't. Because he wasn't Peter right now, he was Spider-Man and Spider-Man couldn't react like that. So instead of running to his aunt, Peter ran back up to his apartment, tearing off his mask and falling to his knees. He couldn't stop the tears from streaming down his cheeks. He wanted to go back downstairs, to see his aunt, but something inside him was freezing him to his spot on the ground. He couldn't move.

And so, Peter curled up in a ball on the floor as the sound of sirens was heard from outside.

 **3 Hours Later**

Peter didn't even hear the phone ring as he lay on the floor in the same position as earlier. It wasn't until he heard the voicemail that was being left on the machine that he realized the phone had actually rung.

" _Hello, Mr. Parker. This is Dr. Stephens from Elmhurst Hospital. I regret to inform you that there's been an accident regarding a May Parker, and you are listed as her emergency contact. If you could please give us a call back as soon as possible that would be great. Thank you."_

Peter stared into space as he listened to the words that flooded the otherwise silent room. He just couldn't find it inside of him to get up. He didn't want to deal with this right now. Aunt May was the only family he had left in the world. He couldn't deal with the heartbreak of being left alone- of being an orphan, _again._

So, Peter continued to lie there, staring into space.

Another couple hours passed when there was a knock on the apartment door. Peter ignored it.

Another knock was then followed by a voice on the other side of the door.

"Mr. Parker? This is Officer Dempsey from the NYPD we need to talk to you regarding your aunt."

A few moments passed before another voice was heard. "Maybe he's not home…"

"Guess not. We'll keep trying his cellphone. Has the social worker been contacted?"

"Yeah, she's been notified of the situation."

Peter heard footsteps disappear down the hallway and breathed a sigh of relief that the officers were gone. He knew deep down that he had to get up eventually and handle the situation because, this was the bitter reality. Aunt May was gone and Peter was alone. But Peter couldn't bear to accept this reality. He just wanted things to go back to normal. He wanted to hear his aunt's voice singing to herself in the kitchen as she attempted to cook a turkey meatloaf. But, now that voice was gone, and more tears made their way out of his eyes as he realized that he'd never see his aunt again.

He vaguely heard his cellphone ringing from his bedroom, but ignored it and closed his eyes, trying to shut out the world around him.

He must've fallen asleep because suddenly his eyes shot open at the sound of pounding on the apartment door.

 _Great, it's the cops again._ Peter thought.

Except it wasn't. A familiar voice filled Peter's ears, "Kid? Are you home?"

 _Mr. Stark._

 _Should he get it up? Should he answer it? No, no, no. There was no way he was here because of what happened with Aunt May. He was probably just here for suit-upgrades or something._

Peter felt bad ignoring the door once more, but shot up in his spot on the ground when the door suddenly flung open, almost flying off its hinges.

"Nice kick, Happy." He heard Tony say.

Peter strained his neck to try and see the two men, but the straining was unneeded when they appeared around the corner. Tony looked down at the teenage boy who was sitting on the ground. His eyes were red and puffy and his face was stained with tears.

"Kid, are you alright?"

Peter just stared at the older man, his mouth gaped open in surprise as he tried to process what was happening.

"Ki- Peter?"

"He's probably in shock, Tony." Said Happy, who was standing just slightly behind the other man.

Tony nodded at the observation and made his way over to the teen, kneeling down so that they were face-to-face.

"Peter, can you say something?"

The sudden face appearing in front of him brought Peter out of his state of shock.

"M-Mr. Stark, w-what are you doing here?" He stammered out.

Tony breathed a sigh of relief and placed a hand on Peter's shoulder, glad that the kid was finally responding.

"Pete, the hospital called Happy. Your aunt had a note on her emergency contact form to call him if they couldn't get in contact with you. Happy called me as soon as he heard the news… I'm so sorry, kid."

Peter felt the tears welling up again, but blinked them away. He couldn't cry in front of Mr. Stark.

Tony saw the kid trying to hide his emotions and decided to ease the awkwardness by continuing to talk. "Anyways, Peter. I contacted the hospital- told them not to worry about the social worker and that you have a place to stay- at least for a little while until things get settled-"

"Wait, what?" Peter asked, confused by what the man was saying.

"Well, we already had that room set up for you from when I asked you to join the Avengers and since you turned it down, that room's just been sitting there collecting dust. So, I don't want to let it go to waste- and I certainly don't want to see you placed with some random foster family somewhere-"

"You want me to stay with you?" Peter was astonished.

"Well, yeah kid, of course."

Peter looked down at his hands, trying not to cry. "T-thanks, Mr. Stark."

Tony smiled. "It's not a problem, kid. I just want you to be okay."

Peter smiled back, but it quickly faded when he was reminded of why they were having this conversation. _Aunt May._

"Mr. Stark, do you think you could maybe-uh-drive me to the hospital?"

"Of course, kid. Why don't you go pack a bag and then we'll drive you over."

"Okay." Peter said while standing up. His legs wobbled and Tony grabbed him to stop him from falling over.

"You alright?"

"Yeah, sorry, Mr. Stark. I've just been sitting so long; my legs feel kinda numb… I'll be fine."

He then walked out of the tiny living room and towards his bedroom, trying to ignore the pins and needles sensation that was present in his legs.

Tony sighed and made his way over to Happy as the kid disappeared from their sight.

"Poor kid." Happy said, breaking the silence.

"Yeah. He's been through enough shit already… I can't believe it. His aunt was such a nice woman."

"You think he'll be alright?"

Tony frowned. _No. Definitely not, at least not for a while._ "I hope so; I'm going to keep an eye on him though."

Their conversation was interrupted by a tired-looking Peter Parker making his way back into the room, a gym bag slung over his shoulders.

"That was quick." Tony observed.

"Yeah… I don't own a lot of stuff…"

Tony almost laughed at the comment, but decided it wasn't an appropriate time to do so.

"You ready to go?" Happy asked.

"Yeah."

"Alright, let's go." Happy led the way downstairs to the car.

The ride to the hospital was silent. Nobody knew exactly what to say to each other, so silence seemed like the only option. At least the drive wasn't too long; the traffic wasn't too bad so they made it there within a half hour.

Happy pulled up in front of the emergency room entrance. "You two go in, I'll wait in the car."

Tony and Peter nodded and exited the vehicle. They made their way inside and headed straight over to the reception desk.

"Do you want me to talk?" Tony asked.

Peter nodded.

Tony turned his attention to the attractive blonde nurse sitting at the computer.

"Hello." He said, after clearing his throat.

The nurse looked up, shock pouring over her face. "O-Oh my God- you're Tony Stark!"

Tony smiled. "Yes, yes I am."

"How can I help you, Mr. Stark?"

"Yeah, I'm here to see May Parker… I brought her nephew. I believe she passed away sometime this afternoon."

The nurse typed something into her computer. "Oh yes! May Parker. My condolences, Mr. Stark. We have her in a private visitation room in the back. Would you like to see her?"

"Yes please."

"Okay, you can follow me." The blonde said, getting up from her chair and motioning for them to follow.

Tony stepped forward, but stopped when he noticed Peter was still standing at the desk. "Hey, are you okay?"

Peter looked up at the man. "Yeah… Just… Y'know."

Tony nodded. "I understand.'

Peter started walking towards the doors, bracing himself for what he was about to see.

And what he saw was something he would never be able to forget. The body of May Parker lay on a hospital bed, her face pale. If Peter hadn't known any better, he would have thought she was simply taking a nap. He walked forward towards his aunt, Tony staying by the door giving the teen his space. Peter gently took the woman's hand in his own, and as he did a single tear made his way down his cheek.

"H-hey Aunt May."

He knew the woman wasn't going to respond, but something inside him was hoping she would.

"I just wanted to say that I love you…"

More tears slipped past his eyes. "I'm sorry, Aunt May. I'm sorry."

He didn't know what he was sorry for, exactly. The words just came out of his mouth uncontrollably. Before he knew it his body was shaking and he was hyperventilating. The tears were streaming down like a river now. A comforting hand rubbed circles on his back.

"It's okay, kid. Just breathe." The comforting voice of Tony Stark whispered.

"I want to leave now, Mr. Stark."

"Okay… Okay kid, we can leave."

Before they headed out the door, Peter said one last sentence to the lifeless body of his aunt.

"Goodbye, Aunt May."


	2. Chapter 2

As soon as they drove off towards the Avengers compound after leaving the hospital, Peter had fallen asleep in the car. Tony smiled at the sleeping teen, and he hadn't noticed Happy watching them from the rearview mirror.

"He's had a rough day, hasn't he?"

Tony nodded. "Yeah. The poor kid. He needs the rest."

"So how long do you think he's going to be staying with you?"

Tony shook his head. "I don't know. As long as he needs. I mean, his high school is pretty far away from the compound, but he'll have to go back eventually after he's done grieving. This is a really weird case; the kid has no family left. His parents died when he was little, and his uncle, and now his aunt… I just can't imagine what he's going through."

Happy frowned. "He's had it rough. He's lucky to have you. You're a good guy, Tony."

Tony smiled and shut his eyes, hoping to nap for a bit before arriving at the compound. He hadn't noticed himself dozing off until he woke with a start as the car came to a sudden stop.

"We're here, boss."

Tony groaned and stretched his arms, looking over to the still-sleeping Peter.

"He's been out this whole time?"

Happy nodded. "Yeah. He hasn't stirred."

As much as he hated to, Tony shook the kid's shoulder a bit. "Hey Pete, we're here. Time to wake up."

Peter jumped up, causing Tony to move back, startled.

"W-where am I?"

"Relax kid, we're at the Avengers compound, remember?"

Peter frowned. "Oh yeah." _He must've just been dreaming about him and Aunt May sitting at home, eating popcorn and watching Empire Strikes Back on the couch… Though he wished it was real._

"C'mon kid. Let's go inside."

Happy grabbed Peter's bag from the trunk, ready to carry it inside when Peter stopped him. "I can do it, Happy."

"You sure kid?"

"Yeah."

"Alright." Happy said handing Peter over the small bag.

Tony led the way inside, Happy following closely behind them. "So as I mentioned last time, I believe your room is next to Vision's… I don't even see why he needs a room; to be honest I don't think he even sleeps. Whatever, not important. Anyways, I'll show you upstairs. It's late so everyone's probably in bed."

"I'm sorry, but who exactly is 'everyone', Mr. Stark?"

"Well, y'know… Like the Avengers. Natasha, Bruce, Vision, Rhodey, Steve-"

Peter stopped in his tracks. "Wait, Steve as in Steve Rogers? Like Captain America? The war criminal?"

"Uh, yeah. That's him."

"I don't understand, I thought you two weren't speaking after what happened."

Tony chucked. "A lot's happened in the past few months. There's still a bit of tension, but c'mon, we're the Avengers- we stick together."

Peter just nodded, pretending to understand as he followed Tony towards the elevator. As they made their way down the end of the hallway Peter was startled by a sudden presence. A young woman, probably in her mid-twenties stepped out. Peter recognized her right away as the witch lady from the airport battle in Germany. He almost wanted to run, remembering what she was capable of, but didn't as he was reminded of Tony saying how the Avengers 'stick together'.

"Tony, who's this?" She asked, in a thick Sokovian accent.

"Hey Wanda, I didn't expect anyone to be up. This is Peter; he'll be staying with us for a while."

Wanda moved forward holding her hand out and Peter carefully shook it, still unsure of how "patched up" things actually were.

"Nice to meet you, Peter. I'm Wanda."

"Yeah, I-uh-we've met before." As soon as he said it he mentally cursed himself.

"We have?"

"Umm-"

Tony cut him off, "It's okay Peter, your identity is safe here no one will spill your secret."

Wanda cocked an eyebrow. "What? Tony who is this?"

"This is underoos."

Wanda stared at Peter with a look of confusion on her face. "Pardon me?"

"I'm, uh… I'm Spider-Man… The guy from the airport… With the webs…"

Wanda's face lit up in surprise. "You're the Spider-Man?"

"Uh, yeah."

Wanda glared at Tony. "He's a kid! How could you-"

Tony stopped her mid-sentence, "Yes, I know he's on the younger side, but need I remind you that he can also stop a moving vehicle with his bare hands?"

Wanda just shook her head. "Whatever, Tony I don't feel like arguing. Peter, it was nice to meet you, but I'm exhausted and need to sleep."

Peter smiled at the girl, "Nice to meet you too."

"Goodnight Wanda!" Tony called after her, but his only response was that of a middle finger directed towards him before she shut her bedroom door.

"Well that was sufficiently awkward… How about we get you settled in?"

Peter nodded as Tony opened the door to a bedroom not too far away from Wanda's. Peter stepped inside and gasped in shock at the size of it. "Wow! Mr. Stark, this is incredible!"

Peter placed his bag down onto the large queen-sized bed. "This room alone has to be bigger than my old apartment…" _The old apartment that I shared with Aunt May._

Peter shook off the memory and turned to face Tony. "Mr. Stark, I can't begin to thank you…"

Tony raised his hand to stop him. "No need to thank me, kid. I'm just looking out for you. But, I think you should get some rest."

"I slept the whole ride here; I don't think I'll be able to."

"Well then, just kick back and relax then. Try not to think about things right now."

"Okay, Mr. Stark."

Tony turned to leave, but spun back around as he heard a sob escape from the boy's mouth.

"Peter?"

"Sorry, Mr. Stark… I just- I just miss her so much."

Tony walked towards the teen, wrapping him in an awkward hug. "I know kid, it's okay. It'll be okay." He didn't even care about the tears that were soaking the shoulder of his shirt.

Peter pulled away. "I'm going to try and rest now. Thanks again, Mr. Stark."

"Are you going to be okay alone tonight?"

Peter nodded. "I'll be fine."

"Alright then kid, goodnight." Tony said as he gently shut the door behind him.

Peter sighed and sat down on the bed. It was soft and he sunk down in the mattress. He lied down and looked at the ceiling above him. As grateful as he was to Mr. Stark and glad to be invited into his home, he couldn't shake the feeling of overwhelming sadness off of him. So much had happened in the past 24 hours that he felt as if he had developed whiplash from all the conflicting emotions: fear, anger, sadness, shock…

Nothing was the same anymore, and things were never going to go back to normal again. Peter vaguely remembered having the same thoughts when his parents died, though he was so young and didn't quite understand what was happening. All he knew is that one day everything had changed and he was sent to live with his aunt and uncle, who welcomed him with open arms. He and Aunt May had been through everything together; they looked out for each other and only became closer after his uncle died. They both had a hard time coping with that, especially Peter, but Aunt May helped him through it even while dealing with it herself. They hadn't always had it easy, but Aunt May made everything better for the two of them.

Peter hadn't realized that he'd been crying, and apparently struggling to breathe when a loud female voice filled the room.

"Mr. Parker, you seem to be suffering from signs of emotional distress, shall I inform somebody?"

Peter jumped up and fell off the large bed. He looked around the room, trying to find the source of the voice. "Who's there?" He shouted.

"Mr. Parker my name is F.R.I.D.A.Y, I am an artificial intelligence unit created by Mr. Stark. I've been monitoring your vitals and noticed an increased heart rate and labored breathing, is medical assistance needed?"

Peter shook his head fast. "No, no… I'm fine." _Okay so Friday was like Karen except for the fact that it monitors an entire house rather than just his suit._

The voice interrupted his thoughts once more. "Alright, Mr. Parker. Just a reminder that I am here to cover any personal needs you might have."

"Um, thanks?"

"You're welcome, Mr. Parker. Might I suggest you try and get some sleep?"

Come to think of it, Peter was feeling kind of tired despite his rather long nap in the car. He moved from his spot on the floor and crawled under the covers, not even bothering to put his pajamas on. Within a matter of minutes he was sound asleep.

It wasn't until almost noon the next day when Peter found his eyes opening to the sight of an unfamiliar room. He had to think for a second where he was, but the memories came flooding back within seconds. Peter groaned and rolled over, pulling the covers over his head to block out the stream of light coming in from the bedroom window.

He didn't want to be awake right now. He just wanted to go back to sleep and escape from everything, escape from this new reality.

He was startled by a knock at the door. "Yes?" He called out.

"Kid, it's me, can I come in?"

"Yeah, sure Mr. Stark."

The door opened and Tony stepped in with a warm smile on his face. "Friday told me you're awake."

 _That's not creepy at all._ Peter thought to himself. _Was he being spied on?_

"I just woke up a few minutes ago."

"Are you hungry?"

Peter frowned, he actually wasn't despite the fact that he hadn't eaten since yesterday morning. _Aunt May was going to go pick up dinner for us…_

"I'm not hungry."

Tony returned the frown. "Are you sure? I haven't seen you eat at all since I picked you up yesterday."

"I just don't feel like eating, Mr. Stark."

"Okay. I'm not going to force you to eat, but can you please at least come down to the kitchen, maybe get to know a few people? I don't think it's healthy for you to be lying in bed all day."

Peter nodded. "I'll shower first and then come down. Where's the bathroom?"

Peter followed Tony's hand pointing towards a door on the other side of his room. "It's right over there."

"No way, it's in my room? I thought it was a closet!"

Tony laughed. "Alright kid. Do your thing and meet us downstairs. See you soon." He said while making his way across the room to leave.

Peter flung the blankets off and rolled out of bed, sluggishly making his way towards the bathroom that was not a closet. He shut the door behind him and stripped off his clothes. He smirked at the array of items on the counter all prepared for his personal needs. A toothbrush, tube of toothpaste, comb, razor, shampoo and shaving cream were all spread out in a neat line.

He stepped into the shower and flinched at how hot the water was, yet it felt good. Peter always loved taking warm showers. It was a way for him to just cancel out the world. Unfortunately, his old apartment always ran out of hot water too fast for his liking.

Peter was so engulfed with the comforting sensation of his shower that he lost track of time of how long he'd actually been in there until a familiar voice reminded him.

"Mr. Parker, you've been in the shower for approximately 25 minutes now. Exposure to hot water for long periods of time is considered unhealthy."

Peter rolled his eyes at the AI's voice. "So I'm being spied on in the bathroom, too?"

"I cannot physically see you, Peter. This does not classify as 'spying'."

Peter ignored the voice and stepped out of the shower proceeding to wrap a towel around himself. As soon as he was dried off he changed into a black t-shirt and gray sweatpants. Making his way down the stairs and rounding the corner to the kitchen, he stopped when he heard several voices _talking about him._ He stayed behind the corner, eavesdropping in on the conversation.

"Tony, I can't believe you recruited a kid. Do you know how irresponsible that is?"

"For the last time that _kid_ can do some pretty impressive things. Need I remind you that he survived a plane crash? He's pretty tough. And besides, Cap- didn't you hit him with your shield a couple times?"

"Well, yes, but I didn't realize he was 14!"

"He's 15."

"Sir, Mr. Parker has arrived."

Peter cursed as he had forgotten that the AI would of course give away his hiding spot. He didn't want his eavesdropping to be noticed and thus walked into the kitchen to be greeted by several familiar faces.

"Hey Peter! Come make yourself comfortable!" Tony said motioning for him to sit down in the chair next to him. Peter complied and made his way over.

If it was any other scenario Peter would have felt joy at the abundance of food that filled the table. Waffles, yogurt, fruit, pancakes, bacon, 3 different kinds of eggs… But, given the circumstances Peter felt nauseated by all the different aromas. He was in no mood to eat, or enjoy himself.

He looked around the table and felt uncomfortable at all the faces staring back at him.

Tony quickly cleared his throat to give a proper introduction. "So, everyone, as I've been saying… This is Peter Parker. Many of you may know him as Spider-Man, however he wishes his identity to be secret to the public so no one go ratting him out. He's going to be staying with us for a while and I don't want any of you giving him a hard time."

Steve reached across the table to shake Peter's hand. "It's nice to meet you, Peter. Well, it's nice to meet you properly and not while we're fighting each other."

Peter took his hand and shook it. "I'm a big fan of yours, sir. It's an honor to meet you."

Tony rolled his eyes. "Stop blushing, cap. Anyways, I believe you've already met Natasha." He said pointing to the red-haired woman sitting on his opposite side.

"Yeah, we met at the airport. Nice to see you again, Peter."

Peter awkwardly waved back.

"You met Wanda last night, of course."

Wanda smiled and waved. "Hi Peter."

"Hello." He said, still feeling uncomfortable surrounded by all these new people.

"And that colorful guy over there is Vision, who I believe you already know as well."

Peter gawked at the robot-man looking thing. He remembered fighting along Vision in Germany, but hadn't actually met him.

"Hello Peter."

"H-hi." Peter stammered out.

Tony clasped Peter on the shoulder. "No need to be nervous, kid. You're surrounded by friends here. Are you sure you don't want anything to eat?"

Peter nodded. "I'm sure."

"Mr. Parker is suffering from feelings of nausea, sir." Came the overhead voice again.

Tony frowned. "You feel nauseous?"

"N-no Mr. Stark, I feel fine! How did it even know that anyways?"

"It knows everything, kid. But in all seriousness if you're feeling sick you could always go down to the lab and see Bruce or Stephen."

"No, Mr. Stark I swear I'm fine, I'm good."

"Alright kid, if you're sure. But that reminds me I have to speak to you anyways. Let's go in the other room for a minute." Tony said, standing up. Peter stood up and followed, waving goodbye to the others in the room.

He followed Tony down the hall and into a large room filled with several bookcases and 2 leather couches next to a cozy-looking fireplace.

"This is one of our reading rooms. Vision and Wanda are in here almost 24/7 but you're welcome to come and check it out anytime you want." Tony sat down on one of the couches and Peter sat on the smaller one across from the man.

"So, Peter. We have a few things to discuss."

Peter looked down at his feet. He knew what this was about.

"Peter, the hospital contacted me this morning asking if we had any funeral arrangements yet. I know this is the last thing you want to be thinking about right now, but we're going to have to. I understand that you and your aunt didn't have a lot of money, so I've offered to cover everything."

Peter looked up, surprised. "No Mr. Stark! You've done enough already, you don't have-"

Tony put his hand up to silence him. "Don't worry; this is something I want to do. I don't want you to feel stressed about a single thing. I'm going to handle the hospital bills and funeral planning. I was thinking of having it this Sunday, is that okay with you?"

"Yeah, Mr. Stark that sounds fine. Thank you so much."

"Your aunt was a great woman. She cared about you so much."

"I know." Peter felt himself starting to cry again and excused himself, heading back upstairs to his room.

Tony sighed as he was left sitting in silence.

 _The poor kid couldn't even cry in front of him._ Tony was trying to make him feel as comfortable as possible, but it was hard. Especially with what he was going through.

This wasn't a happy-go-lucky fun getaway weekend at the Avengers mansion. This was a tragic story of a little boy who lost everyone he ever loved.


	3. Chapter 3

Sunday rolled around faster than Peter expected as he finally found himself standing in front of the bathroom mirror straightening a tie.

 _Aunt May was the one who taught how to fix a tie for the homecoming dance that he and Liz went to._

Peter took a deep breath and ran a hand through his hair. _You can do this Peter._

He knew it was his duty to attend May's funeral, being the only close relative she had, aside from distant cousins, but he couldn't shake off the feelings of nervousness. There was a lump in his throat and his mouth was dry, his skin was pale and clammy, but he had to push through it. He had to be there for May.

His thoughts were interrupted by a knock on the bedroom door. Peter exited the bathroom and made his way across the room. He opened the door to see solemn-looking Tony Stark staring back at him.

"Ready to go, kid?"

Peter didn't say anything; he just nodded to give an acknowledgement.

"Alright, Happy's meeting us downstairs." Tony stated while turning down the hall. Peter followed close behind.

The walk outside was excruciatingly awkward as neither one said a word to one another. Peter was simply not in the mood to talk, while Tony was unsure of what to say at a time like this. The poor kid was going through hell and Tony couldn't think of anything to say that would make him feel better.

Happy was waiting outside as promised. Tony slid into the back seat while Peter followed suit.

The ride to the funeral home didn't take long. It was fancy, much nicer than something Peter could've afforded, but given that Tony was covering the expenses- Peter wasn't surprised at the extravagancy.

Happy had already exited the vehicle, making his way around the car to open the door for Peter, only he didn't budge.

Tony frowned. "Hey, Peter. We're here."

Peter didn't seem to hear Tony's words and just stared into space.

Tony looked up at a worried-looking Happy. "Can you give us a minute?"

Happy nodded and shut the door, leaving the two to talk.

"Peter? Can you look at me?"

The teen's head slowly turned and looked up at the older man.

"Is everything okay?"

"Yes, Mr. Stark. Everything's fine."

"Are you sure?"

Peter nodded and for the first time Tony noticed how pale the kid looked. His hands were visibly shaking.

"Peter, we can wait. You don't have to go in there right now if you're not ready."

Peter quickly shook his head. "No, Mr. Stark. I'm fine… Let's just get this over with?"

Tony's brown furrowed as Peter jumped out of the car before Happy could even get the door for him.

 _He definitely wasn't okay._

Peter had dived out of sight, into the building leaving Tony and Happy alone.

"What was that about?" Happy asked.

Tony shrugged his shoulders. "I don't know. He just spaced out for a second. It's a hard day for him, I told him he didn't have to go but hut he got all anxious and just bolted."

"Well, guess we should go pay our respects too."

Tony nodded and they made their way into the building.

***  
The service was quick, but still nice. Peter was surprised at the amount of people who had actually shown up. Not that May wasn't well-liked, in fact she had several friends, but Peter never really got to meet any of them as she was always home ensuring Peter's needs were met. It made him feel guilty, actually. She always put her social life on hold to take care of him. She and Uncle Ben changed their entire life around when his parents died and they took him in. They had to buy a bigger apartment; May had to get a second job…

 _I was such a burden._

People were leaving since the funeral had ended, but Peter just stood there at the front of the room staring down at the urn in front of him. She had been cremated, which Peter wished for since she didn't have an official will. She had been too young to be thinking about death, and yet the unexpected had occurred. He thought that having her cremated would be easier for him, emotionally. He didn't think he could see her lifeless body lying in a casket. It would bring back too many haunting memories of the day of the accident, when he found her sprawled out on the road.

Somehow though, seeing the urn made him feel worse. He almost wished he could've seen her one more time, instead of just staring down at a silver vase filled with ashes of the woman that raised him. There was nothing left of her except for this urn that was going to be put into the ground later that day. She was gone.

Aunt May was gone.

She wasn't coming back.

Peter was an orphan… again.

The thoughts were flooding his head and Peter barely registered the fact that he was hyperventilating. He felt himself tugging at the collar of the suit he was wearing, trying to get some air.

He also didn't notice that another pair of hands were prying his own away and pulling him towards a chair, forcing him to sit down.

He tried to grasp what was happening, but he couldn't. He didn't know what was happening and this made him panic even more. He was so dizzy and nauseous and he could feel his entire body trembling.

He barely felt the hand rubbing comforting circles on his back and the voice that was speaking beside him.

"Peter, put your head between your legs."

The words sounded gibberish, but he managed to understand them and did as he was told. The dizziness subsided within seconds.

"I need you to take deep breaths with me now, okay? In… one two three, and out… one two three."

Peter felt himself breathing in sync with whoever was beside him. The exaggerated breaths seemed to be helping him and after a couple of minutes, he began to feel normal again. His head rose up and he saw Tony sitting beside him, with Happy standing only a few feet away.

"Are you with me now?" Tony asked.

Peter nodded.

"Good. You scared me for a minute."

Peter's face turned red as he realized what must've happened. _I just lost my shit in front of Tony Stark._

"I'm sorry." Peter said, looking down at his hands.

"You have nothing to be sorry about, why do you always say that? That was a completely normal reaction to a stressful situation… Trust me; I know all about panic attacks."

Peter's eyes shot a glance at the man. "Panic attack?"

"Yeah kid, that's what that was. I recognized the signs right away. I'm guessing you've never had one before?"

Peter shook his head. "No, never."

"Pretty scary then, the whole 'feeling like you're going to die' thing."

Peter looked up again and noticed the urn sitting at the front of the room.

"Mr. Stark?"

"Yeah kid?"

"Can we go now?"

"Sure."

Peter stood up on shaky legs and the three men drove back to the compound. He hadn't planned on going to the burial, and he was glad he didn't after what had happened inside the funeral home.

Goodbyes were hard, and Peter had to say enough of them in his life to know how emotionally draining they were.

***  
Peter went to bed early that evening leaving Tony alone in the kitchen as he sipped away at his second, but definitely not last beer of the night.

Seeing the kid freak out like that was enough to cause Tony to have a strong craving for a drink or two to numb the emotions that were building up inside him.

He'd only met May a couple times, but she had quickly grown on him. She was so friendly, beautiful, kind and loving and cared for nothing more than the safety of her nephew.

Tony noticed another presence in the room and turned around to see Bruce making his way over. The other man helped himself to a beer from the fridge and sat down next to Tony.

"How was the funeral?" He asked.

"It was a nice service; the funeral home did a good job."

"And how's Peter holding up?"

"I think he's okay. I mean, better at least. He went to bed pretty early I didn't really get a chance to talk to him… But he seemed fine."

Bruce took a sip of his beer before speaking. "Are you sure he's going to be alright? I mean, this is a big adjustment for him. First he loses his only living relative and then all of a sudden he's living with the Avengers in a huge house… It's a big chance and some people just don't cope well with change."

Tony frowned. "What are you saying?"

"I just think that you should keep an eye on him…For any signs of depression. You know, sleeping too much or not eating… Just watch out for him, okay? And if you notice anything send him to me."

Tony nodded before he was reminded of the events at the funeral home earlier that morning. He quickly turned to face Bruce. "Actually, there was something I needed to ask you."

"Of course, Tony. What is it?"

Tony sighed. "I was feeling a little bit concerned for Peter. I didn't want to tell anyone and embarrass him, but I just think you should know. Today, at the funeral Peter sort of had a panic attack. Like a major one. He said he never had one before… so yeah, I'm worried."

Bruce nodded in acknowledgement. "Thanks for telling me. The attack was probably from the built up stress he's had over this past week. I can talk to him-"

Tony cut the doctor off. "No, let me talk to him. I think he'd be more open with me and I can also relate to the panic attacks."

The two men sat in silence, slowly sipping away at their beers when a voice suddenly filled the room.

"Sir, there's been an incident in Mr. Parker's room; I believe he's in some form of distress."

The two men were already out of their chairs and running towards the teen's room before the AI could finish her sentence.

Tony didn't even bother to knock and instead threw the door open only to see a very startled Peter staring at him from the bathroom.

"Mr. Stark! W-what's going on?" He stammered out.

"I should be asking you that! What's wrong? Why is FRIDAY telling me you're in distress? Is everything okay? Are you hurt?" Tony was speaking a mile a minute when Bruce cut him off, pointing at the bottle of Tylenol PM Peter held in his hand.

"Peter. What are you doing with those?"

Peter looked down. "I-I was just going to take some."

"Mr. Parker has already taken more than the recommended dosage." FRIDAY informed.

Tony quickly walked up to the boy and grabbed the bottle from his hands. "What the hell, Peter!? What are you doing? Were you trying to hurt yourself?"

Bruce walked over and put a hand on Tony's shoulder, signaling for him to stop talking. "Peter, I need you to be honest with us."

Peter shook his head wildly. "No! You don't understand! I'm not- I wasn't trying to kill myself!"

"Then what Peter!? Why did you take so many pills? And why was FRIDAY telling us you're in emotional distress?"

Bruce interrupted him. "Tony- Let him speak for a second."

Peter's face was red with embarrassment. "I'm not trying to hurt myself… Yes, I was a bit upset earlier so I wanted to sleep it off… So I thought the pills would help, but my powers include me having an increased metabolism, so the normal dosage wasn't enough for me…"

Tony rubbed his hand through his hair. "I forgot about your metabolism thing…"

Peter nodded. "Yeah… I'm sorry for scaring you."

Tony walked forward and pulled Peter into a hug. "Jesus kid, you just scared the hell out of me. Promise me you won't give me a near-heart attack like that again, okay?"

Bruce stepped forward as well. "Peter, just a reminder… I know this was a bit of a misunderstanding, but I know you're going through a hard time, and if you need anyone to talk to- I'm here, and so is Tony."

Peter smiled at the two. "Thanks, but I'm okay."

Tony frowned. "I know you're not okay, Peter. Don't lie. I want you to be open with me for as long as you're staying here, okay? I care about you, kid."

Peter looked down and Tony could've sworn he saw tears in the teenager's eyes.

"Thank you, Mr. Stark."

Tony smiled. "Oh yeah, and one more thing. Can you stop with the 'Mr. Stark' stuff and just call me Tony?"

Peter smiled back. "Sure thing, Tony."


	4. Chapter 4

Peter didn't sleep well that night, despite the pills he took to help.

He kept dreaming of May and how she would wake him up in the morning and practically drag him out of bed for school. She would always make sure he was well-fed, often presenting him with a breakfast feast of bacon, eggs and French toast.

He remembered that she would never let him have coffee, even though she drank about 3 cups a day. "It's not healthy for a growing boy." She would say.

She would always have the news on in the morning, seeing what was going on in their busy city. She would leave for work shortly before Peter left to catch the bus. She would always ensure he had all his necessary school supplies before heading out the door.

She was always so loving, and maternal despite not being a mother in the biological sense. Yet, she had raised Peter as if he were her own son.

Peter felt a tear slip down his cheek as the memories racked his brain. He wiped it away quickly and turned over to look at the clock.

The glowing red numbers read 5:02 am.

He used to wake up around this time for school. The bus always arrived early to avoid the heavy rush-hour traffic. But he wasn't going to school today, despite the fact it was a Monday.

No, Tony had made it clear that he can go back to school when he feels ready, and frankly Peter just didn't feel ready yet. The funeral had only been yesterday… and that was when he had his first panic attack.

Peter cringed at the thought and buried his head in his pillow. _I can't believe I had a panic attack in front of Tony Stark…_

Not wanting to dwell on his thoughts any more, Peter quickly threw the blankets off and rolled out of bed. He tiptoed out of the room, not wanting to wake anyone.

He made his way to the kitchen, seeking food for his increasingly gnawing hunger. The lights were on, but set to dim as he entered the large room. He strolled over to the fridge, studying the contents inside.

For a billionaire's kitchen, the fridge was oddly empty.

Yogurt, orange juice, ketchup, a carton of milk, strawberries and a salad with Wanda's name taped to it on a sticky note were the only items inside.

Peter shrugged and settled on one of the vanilla yogurts for breakfast.

He grabbed a spoon and sat at the table in the middle of the room, eating slowly and quietly.

"You're up early."

He nearly dropped his yogurt and spun around to see where the new voice had come from. Steve Rogers entered the kitchen, wearing a tracksuit and smiling brightly.

"I couldn't sleep." Peter said.

"Ah. Neither could I. So I decided to go for a run. Came here to grab some water." He responded while grabbing a glass and filling it up at the sink.

"Isn't it kind of cold out?" Peter asked.

The Captain shook his head. "I didn't go outside. We have a track in the gym."

"The gym? There's a gym in here?"

Steve nodded. "There's a pool too."

"No way!" Peter exclaimed.

"I guess you haven't been given the official tour yet, huh?"

Peter shook his head.

"Well, I'm not doing anything right now… How about I show you around?"

Peter quickly jumped out of his chair. "Yes please, uh, sir!"

The older man laughed. "Please, just call me Steve."

 _Wow. I'm on a first-name basis with Captain America_. Peter thought.

Steve led the way out of the room as Peter quickly followed behind.

They made their way to the elevator as Steve hit the "down" button.

"It may take a while. There are a lot of floors in this place."

Peter nodded.

"Tell me about yourself."

Peter was taken aback. _What would Captain America want to know about me?_

"Uh, what do you want to know?"

Steve shrugged. "All I know is that you're from Queens, you lived with your aunt and well, you're a super-human."

Peter shrugged as well. "Well that's basically it, actually. There's not much else to say."

Steve smiled. "Come on. What do you like to do for fun?"

Peter scratched his head. "Um, I'm really into science… Chemistry is my best subject in school."

The elevator finally arrived.

"Well I guess I know where I'm taking you first then." Steve said.

"Where?" Peter asked.

"Tony's lab. You'll love it."

Peter's face lit up in excitement as they entered the elevator.

The ride down was excruciatingly long and Peter could barely handle his eagerness. Steve noticed too, apparently as he pointed to Peter's hands. "You're shaking."

Peter quickly shoved his hand in his pocket, embarrassed. "Yeah, sorry I'm just excited. The lab at school is nice for a high school lab, I guess, but Mr. St- Tony- is rich and must have so many cool things."

"Well, a lot of the stuff in there looks cool, but I honestly have no idea what any of it does."

Peter laughed as the elevator arrived at their desired floor.

Steve stepped out first, as Peter practically ran after him. "I can't believe I'm about to see Tony Stark's lab!"

Steve furrowed his eyebrows. "You're really into all this… science stuff?"

Peter nodded. "Yes, absolutely. When I was younger I wanted to be a scientist. Obviously that can never happen now, but-"

"Why not?" Steve stopped walking and interrupted the teen.

"What?"

"Why not?" Steve repeated. "Why can't you be a scientist?"

Peter frowned. "Well, things are different now…"

"Different how?"

"Well, I mean, my powers… They're still relatively new. I'm obviously not the same person I used to be. I'm Spider-Man now, and he's more important than plain old Peter Parker…"

Steve shook his head, a look of disappointment on his face. "Son, listen to me. I don't ever want to hear you say anything like that again. Being Peter Parker is just as important as being Spider-Man, actually- being Peter Parker is even more important than being Spider-Man. Heck, I'm just as much Steve Rogers as I am Captain America. "

"But, Spider-Man's a hero-"

"No." Steve interrupted again. "Peter Parker is the hero. Spider-Man is just a costume. The true hero is in your heart."

Peter looked down at the ground. "I don't feel like much of a hero without the costume…"

"Well then, that means you still have to find the hero inside of you, Peter. And maybe following your dreams will help you along that path."

Peter looked back up at Steve, a look of confusion on his face. "So you're saying that me being a scientist would help me be a hero?"

"I'm saying that doing what your heart tells you will help you realize who you are and you are a hero." Steve cut himself off as a slight chuckle escaped his mouth. "I guess I'm sounding pretty cheesy, huh?"

Peter laughed. "Yeah, a bit. But I understand what you're saying… Thanks, Steve."

"Don't sweat it. Now, how about we go check out that lab?"

Peter smiled as the two men made their way down the hallway and soon ended up in front of the large glass doors. Steve peeked inside, cuffing his hands over the glass. "It's empty." He said.

"Is that good?" Peter asked.

Steve nodded. "Yes, because I don't think Tony would want you in here."

"Wait, why not?"

"Too much dangerous equipment in there."

Peter scoffed. "I'm not a little kid. I know how to be careful."

Steve just smirked as he placed his thumbprint on the identification pad. A female robotic-sounding voice stated " _Steve Rogers, access granted_." The doors slid open and the automatic lights in the lab turned on.

Steve motioned for Peter to step in first, and Peter gladly did so. His eyes widened as he took in his surroundings. Beakers, test tubes, microscopes and computed filled the space of every available desk.

"This. Is. Amazing."

Steve nodded in agreement. "It sure is. Wish I knew what half this stuff did though."

Peter walked along the tiled floor, eyes fixated on the many different pieces of scientific equipment. He moved forward and reached to pick out a petri dish that sat on one of the several shelves. Before he could examine it, Steve called out to him from the other side of the large room.

"I wouldn't touch anything if I were you."

Peter frowned. "I guess you're right, Tony wouldn't want me touching his stuff."

"You're damn right I don't want you touching my stuff." Steve and Peter spun around to face the extra voice that had suddenly announced its presence in the room.

"Mr. Stark!" Peter shouted.

"Tony! What are you doing down here?" Steve questioned.

"I should be asking you that." Tony answered, his arms crossed in apparent annoyance.

"I was just showing him around the compound…"

"At 5:52 in the morning?"

"I couldn't sleep." Peter said.

"Why not?" Tony asked.

"I'm just not tired…"

"Yeah, I'm calling bullshit on that; we'll talk about it later. What I want to know Cap is why you decided to give a tour of one of the most dangerous places in the entire facility."

Steve's face was red. "He told me he liked science, I thought he'd enjoy seeing it."

"You don't even know what half the things in here do! How could you even give him a proper tour? God, you were probably so close to blowing yourselves up…"

"Tony, come on." Steve said as he rolled his eyes. "I told him to be careful and not touch anything."

"Cap, he's a teenager. You really think he was going to listen to you?"

"Please don't be angry Mr. Stark; he was just trying to do a good thing for me."

Tony sighed. "I'm not angry; I just wish you would've asked first before you came down here." Tony walked over towards the teen. "Plus, kid, if you want an actual tour of this place you'd be better off having me or Bruce showing you around, cause' we can actually explain shit."

"Language…" Steve muttered quietly from where he stood.

"Cap, why don't you go rep out a few rounds in the gym while I talk to the kid?"

Steve complied, as he shyly walked out of the spacious room.

Tony pulled a chair out from under one of the desks and instructed Peter to sit in the one across from him. As he did so, Tony began interrogating him.

"How are you feeling?"

"I'm okay."

"Cut the crap and tell me the truth."

Peter shrugged. "I just can't sleep."

"The pills didn't help?"

Peter shook his head. "I guess not."

"Why can't you sleep?"

"I've just been thinking a lot… You know about May and stuff…"

Tony nodded, understandingly. "I know what it's like to lose someone. I lost both my parents. The pain from loss never ends, but it does get better."

Peter shuffled his feet against the floor. "Sometimes I feel like it won't. Sometimes I feel like the pain will always be consuming me. May wasn't just my aunt… She was my best friend. That probably sounds kind of weird, but like she was my friend in a different way. She never tried to be my mom, but at the same time she was maternal and loving as if she was my mom."

"I get it, Pete. She meant the world to you. And you meant the world to her."

Peter's head swam as his body suddenly registered how tired he actually was. Tony must've noticed, too as he placed a hand on the boy's shoulder. "How about you go and try to catch a few more hours of sleep? Also, next time you want to see the lab, please go with someone who actually knows what they're doing… Not the 90-year-old capsicle."

Peter smiled and nodded as he got up from the chair, ready to head back upstairs.

"Peter?" Tony called out before the teen left the room.

"Yes, Tony?"

"I will get better. I promise."


End file.
